Kristy D. Banas - Apr 3, 2024 Form 4 Insider Report for WILLIS TOWERS WATSON PLC (WTW)

Role: Chief Human Resources Officer
Signature: /s/ Elaine Wiggins, Attorney-in-Fact for Kristy D. Banas (power of attorney previously filed)
Stock symbol: WTW
Transactions as of: Apr 3, 2024
Transactions value $: -$30,800
Form type: 4
Date filed: 4/5/2024, 05:12 PM
Previous filing: Apr 3, 2024
Next filing: Apr 15, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WTW	Ordinary Shares, nominal value $0.000304635 per share	Award	$0	+55	+0.78%	$0.00	7.15K	Apr 3, 2024	Direct	F1
transaction	WTW	Ordinary Shares, nominal value $0.000304635 per share	Tax liability	-$30.8K	-112	-1.57%	$275.00	7.03K	Apr 3, 2024	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the number of performance-based restricted share units ("PSUs") that vested in excess of the PSUs that previously became eligible to vest due to amendments to the agreement providing for a minimum payout level, with the additional PSUs that vested determined based upon certification of the attainment level of certain performance goals measuring 3-year annualized total shareholder return during the 3-year performance period ending April 1, 2024, exceeding the minimum payout level. Each additional unit represents the right to receive one ordinary share of the Issuer, subject to the terms of the agreement. This number also includes the number of ordinary shares of the Issuer that are issuable pursuant to the dividend equivalent right with respect to the number of the additional units that vested under the terms of the agreement providing for the accrual of dividends in the form of additional PSUs that vest and are payable at the same time as the underlying PSUs.
F2	Represents the number of ordinary shares of the Issuer withheld by the Issuer from the ordinary shares that are eventually eligible to be issued upon vesting to satisfy the reporting person's FICA and income tax withholding obligations relating to the number of PSUs that vested as of the performance goal attainment level certification date in excess of the number of units that vested based on the minimum payout level.

Content

Represents the number of performance-based restricted share units ("PSUs") that vested in excess of the PSUs that previously became eligible to vest due to amendments to the agreement providing for a minimum payout level, with the additional PSUs that vested determined based upon certification of the attainment level of certain performance goals measuring 3-year annualized total shareholder return during the 3-year performance period ending April 1, 2024, exceeding the minimum payout level. Each additional unit represents the right to receive one ordinary share of the Issuer, subject to the terms of the agreement. This number also includes the number of ordinary shares of the Issuer that are issuable pursuant to the dividend equivalent right with respect to the number of the additional units that vested under the terms of the agreement providing for the accrual of dividends in the form of additional PSUs that vest and are payable at the same time as the underlying PSUs.

Represents the number of ordinary shares of the Issuer withheld by the Issuer from the ordinary shares that are eventually eligible to be issued upon vesting to satisfy the reporting person's FICA and income tax withholding obligations relating to the number of PSUs that vested as of the performance goal attainment level certification date in excess of the number of units that vested based on the minimum payout level.